8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 6, 2015

TransEnterix, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-19437	11-2962080
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
635 Davis Drive, Suite 300, Morrisville, North Carolina		27560
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 919-765-8400

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2015, TransEnterix, Inc., a Delaware corporation (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2015. A copy of the press releases is furnished herewith as Exhibit 99.1.

Also on August 6, 2015, following the issuance of the press release referred to above, the Company conducted a conference call to discuss the reported operating and financial results.

The information included herein and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press release, dated August 6, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TransEnterix, Inc.
August 6, 2015	By:	/s/ Joseph P. Slattery
		Name: Joseph P. Slattery
		Title: EVP and CFO

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated August 6, 2015

EX-99.1

Exhibit 99.1

Aug 6, 2015

TransEnterix, Inc. Reports Operating Results for the Second Quarter 2015

RESEARCH TRIANGLE PARK, N.C., — (BUSINESS WIRE) — TransEnterix, Inc. (NYSE MKT: TRXC), a medical device company that is pioneering the use of robotics and flexible instruments to improve minimally invasive surgery, today announced its operating and financial results for the second quarter 2015.

Operating Highlights

• Completed Good Laboratory Practices (GLP) Studies using the SurgiBot™ System in April 2015

• SurgiBot System FDA 510(k) Application Submitted June 1, 2015

• Completed underwritten equity offering raising $52.2 million in net proceeds, including the underwriters exercise of additional shares in July 2015

“We are pleased to have submitted our 510(k) application to the FDA for the SurgiBot System,” said Todd M. Pope, President and Chief Executive Officer of TransEnterix. “For the balance of the year, we will be working with the FDA to achieve our clearance and preparing for commercialization.”

For the three months ended June 30, 2015, the Company reported a net loss of $9.3 million, or $0.14 net loss per share, which included research and development expenses of $6.6 million, sales and marketing expenses of $0.4 million, and general and administrative expenses of $2.1 million. Operating expenses were primarily associated with the development of the SurgiBot System. On June 30, 2015, the Company’s cash and cash equivalents totaled $71.1 million.

Conference Call

TransEnterix, Inc. will host a conference call on Thursday, August 6, 2015 at 4:30 PM ET to discuss its 2015 second quarter operating and financial results. To listen to the conference call on your telephone, please dial (877) 419-6591 for domestic callers or (719) 325-4747 for international callers approximately ten minutes prior to the start time. To access the live audio webcast or archived recording, use the following link http://ir.transenterix.com/events.cfm. The replay will be available on the Company’s website for approximately 90 days after the conference call.

About SurgiBot

The SurgiBot system, currently in development, is a minimally invasive, patient-side robotic surgery system. The system utilizes flexible instruments through articulating channels controlled directly by the surgeon, with robotic assistance, at the patient’s bedside. The flexible nature of the system allows for multiple instruments to be introduced and deployed through a single incision. The SurgiBot System has not been cleared by the FDA for use in the United States.

About TransEnterix

TransEnterix is a medical device company that is pioneering the use of robotics and flexible instruments to improve minimally invasive surgery by addressing the economic and clinical challenges associated with current laparoscopic and robotic options. The Company is focused on the development and commercialization of the SurgiBot System, a robotically enhanced laparoscopic surgical platform that allows the surgeon to be patient-side within the sterile field. For more information, visit the company’s website at www.transenterix.com.

Forward Looking Statements

This press release includes statements relating to the SurgiBot System, and our current regulatory and commercialization plans for these products. These statements and other statements regarding our future plans and goals constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially from expectations, including whether we will be able to successfully commercialize the SurgiBot System and whether the SurgiBot System will be able to be utilized in a wide variety of surgical facilities with the potential to deliver critical benefits to surgeons, hospitals and patients. Factors that could cause our results to differ materially from those described include, but are not limited to, whether the SurgiBot System’s 510(k) application will be cleared by the U.S. FDA. For a discussion of the most significant risks and uncertainties associated with TransEnterix’s business, please review our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 20, 2015, our Form 10-Q for the 2015 second quarter expected to be filed on August 6, 2015, and other filings we make with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

Investor Contact:

Westwicke Partners

Mark Klausner, 443-213-0501

transenterix@westwicke.com

or

Media Contact:

TransEnterix, Inc.

Mohan Nathan, 919-917-6559

mnathan@transenterix.com

TransEnterix, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(in thousands)
(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2015			2014			2015			2014
Sales	$	—		$	113		$	—		$	206
Operating Expenses
Cost of goods sold		—			238			—			458
Research and development		6,579			7,882			14,063			12,893
Sales and marketing		373			461			748			867
General and administrative		2,116			1,913			4,096			3,527
Total Operating Expenses		9,068			10,494			18,907			17,745
Operating Loss		(9,068	)		(10,381	)		(18,907	)		(17,539	)
Other Expense
Interest Expense, net		(280	)		(206	)		(561	)		(527	)
Total Other Expense, net		(280	)		(206	)		(561	)		(527	)
Net Loss	$	(9,348	)	$	(10,587	)	$	(19,468	)	$	(18,066	)
Other comprehensive income (loss)		—			—			—			—
Comprehensive loss	$	(9,348	)	$	(10,587	)	$	(19,468	)	$	(18,066	)
Net loss per share — basic and diluted	$	(0.14	)	$	(0.18	)	$	(0.30	)	$	(0.33	)
Weighted average common shares outstanding — basic and diluted		68,105			59,673			65,937			54,264

TransEnterix, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)

	June 30,				December 31,
	2015				2014
Assets
Current Assets
Cash and cash equivalents		$	71,112			$	34,766
Accounts receivable, net			8				133
Interest receivable			1				1
Other current assets			586				789
Total Current Assets			71,707				35,689
Restricted cash			—				250
Property and equipment, net			2,914				3,120
Intellectual property, net			1,991				2,241
Trade names, net			6				7
Goodwill			93,842				93,842
Other long term assets			90				62
Total Assets		$	170,550			$	135,211
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable		$	1,606			$	1,768
Accrued expenses			2,259				1,769
Notes payable — current portion			2,487				610
Total Current Liabilities			6,352				4,147
Long Term Liabilities
Notes payable — less current portion, net of debt discount			7,427				9,275
Total Liabilities			13,779				13,422
Commitments and Contingencies
Stockholders’ Equity
Common stock $0.001 par value, 750,000,000 shares authorized at June 30, 2015 and December 31, 2014; and 82,481,722 and 63,182,806 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively			82				63
Additional paid-in capital			312,073				257,642
Accumulated deficit			(155,384	)			(135,916	)
Total Stockholders’ Equity			156,771				121,789
Total Liabilities and Stockholders’ Equity		$	170,550			$	135,211

TransEnterix, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

	Six Months Ended
	June 30,
	2015				2014
Operating Activities
Net loss		$	(19,468	)		$	(18,066	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization			768				594
Amortization of debt discount			29				—
Amortization of debt issuance costs			25				44
Stock-based compensation			1,667				1,202
Loss on disposal of property and equipment			—				19
Changes in operating assets and liabilities:
Accounts receivable			125				92
Interest receivable			—				66
Inventory			—				263
Other current and long term assets			150				(13	)
Restricted cash			250				125
Accounts payable			(162	)			1,812
Accrued expenses			490				500
Net cash and cash equivalents used in operating activities			(16,126	)			(13,362	)
Investing Activities
Proceeds from sale and maturities of investments			—				6,191
Purchase of property and equipment			(311	)			(910	)
Net cash and cash equivalents (used in) provided by investing activities			(311	)			5,281
Financing Activities
Payment of debt			—				(1,897	)
Proceeds from issuance of common stock, net of issuance costs			52,533				52,506
Proceeds from exercise of stock options and warrants			250				24
Net cash and cash equivalents provided by financing activities			52,783				50,633
Net increase in cash and cash equivalents			36,346				42,552
Cash and Cash Equivalents, beginning of period			34,766				10,014
Cash and Cash Equivalents, end of period	$		71,112		$		52,566
Supplemental Disclosure for Cash Flow Information
Interest paid		$	375			$	337